SHAREHOLDER ENGAGEMENT POLICY the Board of Directors
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APPENDIX O - SHAREHOLDER ENGAGEMENT POLICY The Board of Directors (the “Board”) of TELUS Corporation (the “Company” or “TELUS”) believes in the importance of open and constructive dialogue with our shareholders. To facilitate such engagement, this policy outlines how the Board may communicate with shareholders, how shareholders can communicate with the Board, and provides an overview of how management interacts with shareholders. The Corporate Governance Committee (the “CGC”) will oversee this policy as it relates to Board engagement and communications with shareholders. The CGC will review this policy annually and recommend any changes to the Board for its approval. TELUS has sound disclosure practices to ensure all shareholders receive timely, factual and accurate information. A statement of TELUS’ policy on corporate disclosure and confidentiality of information (the “Corporate Disclosure Policy”) is available online at https://www.telus.com/en/about/investor- relations/corporate-governance. 1. SHAREHOLDER COMMUNICATIONS WITH THE BOARD How the Board communicates with shareholders The Board believes that regular and constructive communications is an important part of creating an open, candid and productive dialogue. The Board will annually communicate information about the Board and individual directors, the Company’s corporate governance and executive compensation practices through the Company’s management information circular. The Board encourages shareholder participation at TELUS’ annual shareholder meetings as well as through informal meetings throughout the year as required. Each director nominee will attend the annual meeting, absent a compelling reason. At each annual meeting, the chairs of each Board committee will be available to respond to shareholder questions. The Board encourages shareholders to attend the Company’s annual meeting as it provides a valuable opportunity to discuss the Company, its corporate governance and other important matters. The Chair and/or the Chair of the Corporate Governance Committee meets with institutional shareholders throughout the year if needed to discuss governance matters. Additionally, the Chair of the Human Resources and Compensation Committee meets with institutional shareholders to discuss executive compensation as required. If any such meetings are held throughout the year, the directors who have met with such shareholder will report back to the Board on their discussions with shareholders. How shareholders can communicate with the Board In between annual meetings, TELUS supports an open and transparent process for shareholders to contact the Board, including the chairs of our Board committees, through the office of our Chief Legal & Governance Officer or at the email listed below. The topics that are appropriate for the Board to address are: Board structure and composition (including Board and CEO succession planning process independence) Corporate governance practices and disclosure Board or director performance General board oversight, including committee Material strategic decisions or corporate mandates strategy Executive compensation and related overall Oversight of risk corporate performance page 1 Last amended November 2019 APPENDIX O - SHAREHOLDER ENGAGEMENT POLICY The Chief Legal & Governance Officer has been designated by the Board as its agent to receive and review communications and meeting requests addressed to the Board. The Chief Legal & Governance Officer will determine whether the communication received is a proper communication to the Board or should be addressed by management. For example, questions or concerns regarding the Company’s general business operations, financial results, strategic direction and similar matters are most appropriately addressed by management and Investor Relations. On the other hand, if management receives any questions that the Board should be made aware of, the information will be passed on to the Chief Legal & Governance Officer to consider. The Board will endeavor to respond to all appropriate correspondence in a timely manner. On a quarterly basis, the Chief Legal & Governance Officer reports to the CGC on all communications sent to the Board and reviews and considers responses in relation to corporate governance matters. Shareholders or other stakeholders of the Company may communicate with the Board by mail (marking the envelope “Confidential”) or email as follows: Mailing address Email address TELUS Board of Directors [email protected] (c/o Chief Legal & Governance Officer) TELUS Corporation 510 West Georgia Street, 23rd Floor Vancouver, BC V6B 0M3 CANADA Meeting with TELUS directors Shareholders may ask to meet with the Chair or the chair of a committee or an individual director. The Chair will consider this request, in consultation with the Chief Legal & Governance Officer, and having regard to TELUS’ Corporate Disclosure Policy. Such a request should: Indicate if the person is a TELUS shareholder or shareholder representative, and the number of Common Shares held; Identify any non-TELUS shareholder or representative who will attend the meeting; and Describe the topics the person wants to discuss. If a meeting request is approved, the Chair (or the Chief Legal & Governance Officer) will confirm the meeting details with the person and will ask the appropriate directors to attend the meeting, as well as any members of management as necessary. Any such meeting will be focused on the pre-determined topics identified in the meeting’s agenda and will be subject to compliance with all applicable laws, including applicable selective disclosure rules and the Company’s Corporate Disclosure Policy. 2. SHAREHOLDER COMMUNICATIONS WITH TELUS MANAGEMENT How management communicates with shareholders Management communicates with shareholders in many ways. The primary form of communication is through the Investor Relations team, which communicates with shareholders on a daily basis. TELUS also communicates with shareholders through its annual and quarterly reports, management information page 2 Last amended November 2019 APPENDIX O - SHAREHOLDER ENGAGEMENT POLICY circular, annual information form, sustainability report, news releases, the investor relations and corporate governance website and through presentations at industry and investor conferences. Management also holds conference calls for quarterly earnings releases and major corporate developments as soon as practical after they are publicly released. Conference calls are webcast in real time and the webcasts, slides (if used), transcripts (if available) and audio replays are accessible at https://www.telus.com/en/about/investor- relations. At annual shareholder meetings, shareholders and guests may ask questions to management or specific executives during the informal meet and greet portion of the meeting. Questions may also be sent by email to [email protected] before, during or after the shareholder meeting and management, or in some cases, a specific executive, will endeavor to respond by email as promptly as possible. TELUS’ external auditor, Deloitte LLP, also attends and can answer questions about the audit and preparation and content of the auditor’s report. The CEO, Executive Vice-President & Chief Financial Officer and the Directors of Investor Relations are the Company’s primary spokespeople to the shareholders and investment community and they meet frequently with investor representatives to discuss strategy, and financial and business performance. How shareholders can communicate with management Shareholders can contact the Chief Executive Officer by mail or email at: Mailing address Email address President & Chief Executive Officer [email protected] TELUS Corporation 510 West Georgia Street, 23rd Floor Vancouver, BC V6B OM3 CANADA Shareholders can also contact the Investor Relations Department for any questions about the Company at: Mailing address Email address & Phone Number Investor Relations Department [email protected] TELUS Corporation 510 West Georgia Street, 8th Floor 1-800-667-4871 (Toll free) Vancouver, BC V6B OM3 1-604-643-4113 (outside North America) CANADA For any shareholder administrative issues, shareholders can contact the Treasury department. Mailing address Email address & Phone Number Treasury Department [email protected] TELUS Corporation 510 West Georgia Street, 8th Floor 1-800-667-4871 (Toll free) Vancouver, BC V6B OM3 604-695-3734 CANADA 604-899-9228 (Fax) Questions or comments on accounting, auditing, and internal controls page 3 Last amended November 2019 APPENDIX O - SHAREHOLDER ENGAGEMENT POLICY Shareholders can anonymously and confidentially raise issues concerning accounting, auditing and internal controls over financial reporting or auditing matters with our Audit Committee by calling the TELUS Ethics Line, which is run by a third-party intake provider, EthicsPoint. A summary of such complaints received through the Ethics Line is reported on a quarterly basis to the Audit Committee. All complaints relating to accounting and internal accounting controls are forwarded to the Chief Legal & Governance Officer. Phone Number Website 1-888-265-4112 https://secure.ethicspoint.eu/domain/media/en/gui/16533/index.html page 4 Last amended November 2019 .